<PAGE>












































             U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                          FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended June 30, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from _____________ to ____________

                   Commission File No. 0-21899


                        ICON SYSTEMS, INC.
                        ------------------     
          (Name of Small Business Issuer in its Charter)

         NEVADA                                        87-0565018
         ------                                        ----------         
(State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
 incorporation or organization)

                  4848 South Highland Drive, #353
                    Salt Lake City, Utah  84117
                    ---------------------------    
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 278-2805


                               N/A      
                               ---
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common stock 

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No 
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year:  June 30, 1997 - 
$0.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.  

     August 13, 1997 - $2,317.69.  There are approximately 2,317,689 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.001 par value per share.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                  DURING THE PAST FIVE YEARS)

                         Not Applicable.

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                          August 13, 1997

                            16,582,689

          
               DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.

Transitional Small Business Issuer Format   Yes  X   No ___

<PAGE>

                              PART I

Item 1.  Description of Business.
         ------------------------
 
Business Development.
---------------------

          For a discussion of the business development of Icon Systems, Inc.,
a Nevada corporation (the "Company"), from inception to the end of the
calendar year ended June 30, 1996, see its Registration Statement on Form
10-SB-A1, which was filed with the Securities and Exchange Commission on March
26, 1997, and which is incorporated herein by this reference.  See Item 13 of
this Report.

          At an annual meeting held on September 14, 1996, the holders of a
majority of the issued and outstanding common stock of the Company, which was
then known as "Tompkins Environmental Corporation," voted to (i) elect
Michelle Wheeler, Jeff Taylor and Steven D. Moulton directors until the next
annual meeting of stockholders or until their successors are elected and
qualified; (ii) effect a reverse split of the Company's one mill ($0.001) par
value common stock on the basis of one share for 1,000, while retaining the
authorized capital at 100,000,000 at the par value at one mill ($0.001) per
share, with appropriate adjustments to the additional paid in capital and
stated capital accounts of the Company, and with no stockholder's holdings to
be reduced below 50 shares as a result of the reverse split; (iii) change the
name of the Company to "Icon Systems, Inc.;" (iv) issue 3,000,000 post-split
"unregistered" and "restricted" shares of common stock to QBC Holding
Corporation, doing business as Wasatch Consulting Group("Wasatch") for
services rendered and for the payment of $10,000 to the Company; and (v)
change the domicile of the Company from the State of Utah to the State of
Nevada.  Steven D. Moulton, who is a director and the Secretary/Treasurer of
the Company, is the President, a director and a 9% stockholder of Wasatch.  A
copy of the Articles of Amendment effecting the reverse split and the name
change was attached as an exhibit to the Company's Registration Statement on
Form 10-SB, which was filed with the Securities and Exchange Commission on
December 19, 1996, and which is incorporated herein by this reference.  See
Item 13 of this Report. Unless otherwise indicated, all subsequent
computations in this Report reflect the above-referenced reverse split of the
Company's common stock.
 
          The annual meeting of the Board of Directors of the Company was held
immediately after the annual meeting of the stockholders.  At the meeting of
directors, a majority of the Board of Directors voted: (i) to elect the
following persons to serve as executive officers of the Company until the next
annual meeting of the directors or until their successors are elected and
qualified or until their earlier resignation or termination:  Michelle Wheeler
(President); Jeff Taylor (Vice President); and Steven D. Moulton
(Secretary/Treasurer); (ii) to approve the above-referenced issuance of
3,000,000 post-split "unregistered" and "restricted" shares to Wasatch; (iii)
to form a wholly-owned subsidiary in the State of Nevada to effectuate the
above-referenced change of domicile; and (iv) to appoint the executive
officers of the Company to serve in the same capacities for the wholly-owned
subsidiary.   
 
          On September 24, 1996, the Company filed in the State of Nevada
Articles of Merger whereby the Company was merged into Icon Systems, Inc., a
Nevada corporation that was formed with authority to issue 100,000,000 shares
of $0.001 par value common voting stock and 10,000,000 shares of $0.001 par
value preferred stock, solely for the purpose of changing the Company's
domicile ("Icon Nevada"); this act was undertaken pursuant to a joint consent
of the Boards of Directors of the Company and Icon Nevada, dated September 18,
1996.  Each outstanding share of the Company's common stock was exchanged for
one share of common stock of Icon Nevada.  The Articles of Merger were filed
with the State of Utah on September 30, 1996.   Copies of the Articles of
Incorporation and the Bylaws of Icon Nevada and the Joint Consent of Directors
of the Company and Icon Nevada, by which the companies adopted a Plan of
Merger, were attached to the Company's previously-filed Registration Statement
on Form 10-SB and are incorporated herein by this reference. See Item 13 of
this Report.  For the purposes of this Report, the "Company" shall be deemed
to be Icon Nevada for all events occurring after September 24, 1996. 
 
          The Board of Directors of the Company unanimously resolved on
October 10, 1996, to issue 500,000 "unregistered" and "restricted" post-split
shares of common stock to each of the following persons for services rendered: 
Diane Reed; Michelle Wheeler; Jeff Taylor; and Steven D. Moulton.  The Board
of Directors further resolved that the Company borrow $5,000 from Wasatch in
exchange for a promissory note, payable on demand, and bearing interest at the
rate of 10% per annum.  On October 29, 1996, the amount of the loan was
increased to $10,000.  The purpose of this loan transaction was to provide the
Company with sufficient capital to cover its operating expenses, including
legal fees and accounting fees associated with the preparation of the
Company's Registration Statement on Form 10-SB, as amended, and accompanying
financial statements and the Company's periodic reports under the Securities
Exchange Act of 1934, as amended (the "1934 Act").  See the caption "Plan of
Operation," Part I, Item 2 of the Company's Registration Statement on Form 10-SB
-A1, which was filed with the Securities and Exchange Commission on March
26, 1997, and which is incorporated herein by this reference.  See Item 13 of
this Report.
 
          On October 28, 1996, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Amendment clarifying an inadvertent
inconsistency in its Articles of Incorporation which had authorized the
issuance of 100,000,000 shares of common stock and 10,000,000 shares of
preferred stock, with the subsequent statement that "all stock of the
[Company] shall be of the same class and shall have the same rights and
preferences."  The Certificate of Amendment corrected this inconsistency by
deleting this clause from the Company's Articles of Incorporation.  A copy of
the Certificate of Amendment was attached to the Company's previously-filed
Registration Statement on Form 10-SB and is incorporated herein by this
reference.  See Item 13 of this Report.      

          In January 1997, the Company received a contribution of capital from
a stockholder. The contribution was in the form of marketable securities which
the Company was able to sell for net proceeds of $28,155. 

          On July 14, 1997, which is subsequent to the period covered by this
Report, the Board of Directors of the Company unanimously voted to effect a
forward split of the Company's issued and outstanding common stock in the
ratio of three shares for every share outstanding as of the date of the filing
with the Nevada Secretary of State of a Certificate reflecting the forward
split.  The resolution further provided that the Company's authorized capital
shall remain 100,000,000 shares of common stock and 10,000,000 shares of
preferred stock, with the par value of each class of stock to remain at one
mill ($0.001) per share, with appropriate adjustments in the additional paid
in capital and stated capital accounts of the Company.  The Certificate
reflecting the forward split was filed with the Nevada Secretary of State on
July 16, 1997, and a copy is attached as an exhibit to this Report.  See Item
13 of this Report.  Unless otherwise indicated, all subsequent computations
herein reflect the above-referenced forward split.

Business.
---------

          The Company has never engaged in any substantive business
operations.  To the extent that it intends to continue to seek the
acquisition of assets, property or business that may benefit itself and
its stockholders, the Company is essentially a "blank check" company.  Because
the Company has virtually no assets, conducts no business and has no
employees, management anticipates that any such acquisition would require it
to issue shares of its common stock as the sole consideration for the
acquisition; such an issuance would almost certainly result in a change in
control of the Company.  This may also result in substantial dilution of the
shares of current stockholders.  The Company's Board of Directors shall make
the final determination whether to complete any such acquisition; the approval
of stockholders will not be sought unless required by applicable laws, rules
and regulations, the Company's Articles of Incorporation or Bylaws, or
contract. Even if stockholder approval is sought, Wasatch beneficially owns
approximately 60% of the outstanding shares of common stock of the Company,
and could approve any acquisition, reorganization or merger it deemed
acceptable.  The Company makes no assurance that any future enterprise will be
profitable or successful. 
 
          The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future.  In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others.  The Company recognizes that because of its total lack
of resources, the number of suitable potential business ventures which may be
available to it will be extremely limited, and may be restricted to entities
who desire to avoid what these entities may deem to be the adverse factors
related to an initial public offering ("IPO").  The most prevalent of these
factors include substantial time requirements, legal and accounting costs, the
inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial
statements for such an undertaking, limitations on the amount of dilution
public investors will suffer to the benefit of the stockholders of any such
entities, along with other conditions or requirements imposed by various
federal and state securities laws, rules and regulations.  Any of these types
of entities, regardless of their prospects, would require the Company to issue
a substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80 and 95
percent of the outstanding shares of the Company following the completion of
any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.  

          Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file the above-referenced Registration Statement on Form 10-SB,
as amended, on a voluntary basis.  In order to have stock quotations for its
common stock on the National Association of Securities Dealers' Automated
Quotation System ("Nasdaq"), an issuer must have such securities registered
under the 1934 Act.  Upon the effective date of the Company's Registration
Statement on Form 10-SB, as amended, which took place on or about February 17,
1997, the Company's common stock became registered for purposes of the 1934
Act.  Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction.
 
          Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.  These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.    

          Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty. 
 
          Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company. 
 
          The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals.  In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates.  Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.
 
          Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest.  Current
Company policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.  

          Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the Company. 
Because the Company currently has extremely limited resources, and is unlikely
to have any significant resources until it has completed a merger or
acquisition, management expects that any such compensation would take the form
of an issuance of the Company's stock to these persons; this would have the
effect of further diluting the holdings of the Company's other stockholders. 
However, due to the minimal amount of time devoted to management by any person
other than Mr. Moulton, there are no preliminary agreements or understandings
with respect to management compensation (with the exception of Mr. Moulton's
salary of $500 per month).  See the caption "Executive Compensation" of this
Report.
 
          Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000.  These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them.  It is not anticipated that any such opportunity will be afforded to
other stockholders.  Such fees may become a factor in negotiations regarding
any potential acquisition by the Company and, accordingly, may present a
conflict of interest for such individuals.
 
Involvement in Other "Blank Check" Companies. 
--------------------------------------------- 
 
          From 1984 to 1990, Steven D. Moulton, a director and the
Secretary/Treasurer of the Company, served as a director and executive officer
of several publicly-held development stage companies including Safron, Inc.
(director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President).  From
1991 to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment
Corporation."  Since 1995, he has served as director and executive officer of
the Company (director and Secretary/Treasurer) and Wasatch International
Corporation (formerly "Java, Inc.")(director and President).  Mr. Moulton
resigned from his positions with Wasatch International Corporation in July,
1996.  In addition, Mr. Moulton was the President and a director of the
Company from its inception to July 31, 1991.  Each of these companies may be
deemed to have been a "blind pool" or "blank check" company at these times. 

          Safron, Inc., a Utah corporation, sold 3,000,000 units of its
securities at a price of $0.10 per unit, pursuant to a Registration Statement
on Form S-18 that was filed with the Securities and Exchange Commission with
an effective date of July 17, 1985.  A total of $300,000 was raised under this
offering for the purpose of acquiring or participating in a then-unidentified
business opportunity.  Mr. Moulton resigned his position with Safron, Inc. in
November, 1987.

           Sagitta Ventures, Inc., a Utah corporation, filed a Registration
Statement on Form S-18, effective date April 30, 1987, with the Securities and
Exchange Commission.  This Registration Statement provided for the sale of
12,000,000 units at a price of $0.02 per unit.  The offering was closed on
July 8, 1987, after 7,479,500 units were sold for an aggregate price of
$149,590.  Sagitta acquired all of the issued and outstanding common stock of
Onyx Holding Corporation, with the proceeds from its offering, and
subsequently distributed the Onyx shares as a partial liquidating dividend to
its stockholders.  Mr. Moulton was the President and a director of Onyx from
July 10, 1987 through May 1, 1989.

          On August 19, 1987, Jasmine Investments completed the sale of
2,338,390 units to the public pursuant to a Registration Statement on Form
S-18, at a price of $0.10 per share.  A total of $233,839 was raised under
this offering.  After Mr. Moulton's resignation, Jasmine consummated a merger
transaction and became known as  "Audioventures Corporation."

          Java, Inc. sold 1,320,350 shares of its common stock at $0.10 per
share pursuant to a Registration Statement on Form S-18, which became
effective on April 22, 1986.  On November 7, 1986, the stockholders of Java
approved the acquisition of Quazon Communications, Inc., an Illinois
corporation, which was engaged in the business of manufacturing and marketing
computer terminals.  Mr. Moulton resigned his position as Secretary/Treasurer
on November 7, 1986, and resigned from the Board of Directors in August, 1987.

          Mr. Moulton resigned his positions with Omni International
Corporation before its securities offering and had no involvement therein.

          Other than the Company, neither Michelle Wheeler nor Jeff Taylor has
been involved as a director, executive officer or five percent stockholder of
any "blank check" company in the last ten years.  

Principal Products or Services and their Markets.
-------------------------------------------------

                    The extremely limited business operations of the Company,
as now contemplated, involve those of a "blank check" company.  The only
activity to be conducted by the Company is to seek out and investigate the
acquisition of any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or merger through
which securities of the Company will be issued or exchanged. 

Competition. 
------------

          There are literally thousands of "blank check" companies engaged in
endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves.  Competitors also include
thousands of other publicly-held companies whose business operations have
proven unsuccessful, and whose only viable business opportunity is that of
providing a publicly-held vehicle through which a private entity may have
access to the public capital markets.  There is no reasonable way to predict
the competitive position of the Company or any other entity in these
endeavors; however, the Company, having virtually no assets or cash reserves,
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
operating histories when compared with the complete lack of any substantive
operations by the Company. 

Sources and Availability of Raw Materials.
------------------------------------------

          None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------
 
          None; not applicable.

Governmental Approval of Principal Products or Services.
--------------------------------------------------------

          On the effectiveness of the Company's Registration Statement on Form
10-SB, which occurred on or about February 17, 1997, the Company became
subject to Regulation 14A regarding proxy solicitations promulgated by the
Securities and Exchange Commission under the 1934 Act.  Section 14(a)
of the 1934 Act requires all companies with securities registered pursuant to
Section 12(g) thereof to comply with the rules and regulations of the
Securities and Exchange Commission regarding proxy solicitations as outlined
in Regulation 14A.  Matters submitted to stockholders of the Company at a
special or annual meeting thereof or pursuant to a written consent shall
require the Company to provide its stockholders with the information outlined
in Schedules 14A or 14C of Regulation 14; preliminary copies of this
information must be submitted to the Securities and Exchange Commission at
least 10 days prior to the date that definitive copies of this information are
forwarded to stockholders. 
 
          Management intends to conduct a full evaluation of the worthiness of
any business proposal presented to it; nonetheless, it believes this process
may provide additional time within which to evaluate any business proposal
presented to it, and may eliminate proposals from entities not willing to
undergo the public and agency scrutiny involved in providing and filing 
information required under Regulation 14.  Management recognizes that this
filing process may deter other potential business venturers by reason of their
inability to predict the timeliness of their potential acquisition,
reorganization or merger due to the uncertainty related to the time involved
in reviewing Regulation 14A filings by the Securities and Exchange Commission; 
however, acquisitions or reorganizations not requiring stockholder approval
may be completed by management, in its sole discretion, with the submission by
management of an Information Statement pursuant to Regulation 14C outlining
any remedial proposals attendant to any such acquisition or reorganization, 
including changing the name of the Company or increasing or decreasing the
number of authorized or outstanding shares of the Company's common stock. 
 
          Costs associated with filings required by the Company under Section
12(g) of the 1934 Act and Regulation 14A of the Securities and Exchange
Commission will have to be advanced by management, the Company's principal
stockholders or any potential business venturer, and may further dilute the
interest of the public stockholders.  In the case of a merger requiring prior 
stockholder approval and the submission of financial statements of the Company
and other party or parties to the merger, legal and accounting costs will be
significantly higher, even though the adoption, ratification and the approval
of any such merger will be virtually assured if recommended by Wasatch, the 
principal stockholder of the Company. 

Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

          Since the Company was initially incorporated, federal and state
securities laws, rules and regulations have made the participation in or the
conducting of an IPO substantially easier for certain small and developmental
stage companies, reducing the time constraints previously involved, the legal
and accounting costs and the financial periods required to be included in the
financial statements.  Rule 504 of Regulation D of the Securities and Exchange
Commission no longer requires the filing of a Registration Statement with any
state or territory as a condition to its use; however, this Rule is no longer
available to "blank check" companies.  Accordingly, because the Company is 
presently deemed to be a "blank check" company, this method of raising funds
is foreclosed to it.  Rule 504 is also not available to "reporting issuers,"
which the Company became on the effectiveness of its Registration Statement on
Form 10-SB, as amended. 
 
          The integrated disclosure system for small business issuers adopted
by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25 million; is a U.S. or Canadian issuer; 
is not an investment company; and if a majority owned subsidiary, the parent
is also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.  

          A number of state securities commissions have adopted the use of
Form U-7 for SCOR, which also substantially simplifies the registration
process for IPO's; Form U-7 is primarily used in connection with offerings
conducted pursuant to Rule 504 of the Securities and Exchange Commission, but
is not limited to this use.  To the extent that Rule 504 and the use of SCOR
are unavailable to the Company due to its status as a "blank check" 
company, the use of Form U-7 will also be unavailable in this regard. 
 
          The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc., ("NASAA")
have expressed an interest in adopting policies that will streamline the 
registration process and make it easier for a small business issuer to have
access to the public capital markets.  The present laws, rules and regulations
designed to promote availability for the small business issuer to these
capital markets and similar laws, rules and regulations that may be adopted in
the future will substantially limit the demand for "blank check" companies 
like the Company, and may make the use of these companies obsolete. 

Cost and Effect of Compliance with Environmental Laws.
------------------------------------------------------

          None; not applicable.  However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger. 

Research and Development Expenses.
----------------------------------

         None; not applicable.

Number of Employees.
--------------------

          None.

Item 2.  Description of Property.
         ------------------------

          Other than cash in the amount of approximately $14,264, the Company
has no appreciable assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its Secretary/Treasurer, Steven D. Moulton, and are
provided at no cost.  Because the Company has no business, its activities have
been limited to keeping itself in good standing in the State of Utah and,
recently, in the State of Nevada, and with preparing the Company's
Registration Statements on Form 10-SB and 10-SB-A1, the accompanying financial
statements and the Company's periodic reports under the 1934 Act, including
this Report.  These activities have consumed an insignificant amount of
management's time; therefore, the costs to Mr. Moulton of providing the use of
his office and telephone have been minimal.  Accordingly, there is no written
lease between the Company and Mr. Moulton and there are no preliminary
agreements or understandings with respect to the use of the office facility,
either now or in the future.

Item 3.  Legal Proceedings.
         ------------------

          The Company is not a party to any pending legal proceeding.  No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company.  No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a 
material interest adverse to the Company in any proceeding. 

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

        No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this Report.  For a discussion of the annual meeting of
stockholders held September 14, 1996, see the caption "Business Development"
of Part I, Item 1 of this Report. 


                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

          There has never been any established "public market" for shares of
common stock of the Company.  The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc.
(the "NASD"); however, management does not expect any public market to develop
unless and until the Company completes an acquisition or merger.  In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained.  If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Securities and Exchange Commission by the
stockholders named under the caption "Recent Sales of Unregistered
Securities," below, may have a substantial adverse impact on any such public
market. 

          There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company. 
 
          The sales of an aggregate of 13,521,000 "unregistered" and
"restricted" post-split shares of common stock to the persons named under the
caption "Recent Sales of Unregistered Securities," below, were the only sales
of any securities of the Company during the past three years.  Future sales of
any of these securities or any securities of the Company issued in any
acquisition, reorganization or merger may have a future adverse effect on any
"public market" that may develop in the common stock of the Company.  See the
caption "Recent Sales of Unregistered Securities" of this Report.  
 
Holders. 
-------- 
 
          The number of record holders of the Company's securities as of the
date of this Report is approximately 156. 
 
Dividends. 
---------- 
 
          The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future.  The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated. 
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.

Recent Sales of Unregistered Securities.
----------------------------------------

          On October 24, 1995, the Company's Board of Directors unanimously
voted to issue 5,000,000 "unregistered" and "restricted" pre-reverse split
shares of common stock each to Wasatch and B.W. Blackstone, Ltd ("Blackstone")
in consideration of services rendered.  Steven D. Moulton, who is a director
and the Secretary/Treasurer of the Company, is the President, a director and a
9% stockholder of Wasatch. B. W. Blackstone, Ltd. was a sole proprietorship
owned by Barrett Hicken, an individual who is unaffiliated with any of the
current or former directors or executive officers of the Company. On the same
date, the Board of Directors unanimously resolved to issue 2,000,000 such
shares to Kevin Boyer, the Company's former President, also in consideration
of services rendered. 
 
          The stockholders and the Board of Directors authorized the issuance
of 3,000,000 post-reverse split (pre-forward split) "unregistered" and
"restricted" shares of common stock to Wasatch in consideration of services
rendered and the payment of $10,000 on September 14, 1996.  

          On October 10, 1996, the Board of Directors voted to issue 500,000
post-reverse split (pre-reverse split) "unregistered" and "restricted" shares
each to Diane Reed and its current directors and executive officers, Michelle
Wheeler, Jeff Taylor and Steven D. Moulton, in consideration of services
rendered. 
 
          Taking into account the three-for-one forward split of the Company's
common stock in July, 1997, the total number of "unregistered" and
"restricted" securities identified under this caption and currently
outstanding totals 13,521,000 shares.  These shares are fully-paid and have
been issued to each of these entities. 

          With the exception of Wasatch and Blackstone, each of these entities
is a current or former director and executive officer of the Company and had
access to all material information regarding the Company prior to the offer or
sale of these securities.  In addition, Steven D. Moulton, who is the
Secretary/Treasurer and a director of the Company, is the President, a
director and a 9% stockholder of Wasatch.  The offers and sales of these
securities are believed to have been exempt from the registration requirements
of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) thereof,
and from similar states' securities laws, rules and regulations requiring the
offer and sale of securities by available state exemptions from such
registration. 

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------
          
          The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders.  Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
acquisition. 

          Upon the effectiveness of its Registration Statement on Form 10-SB,
as amended, on or about February 17, 1997, the Company became subject to the
periodic reporting obligations of Section 13 of the 1934 Act.  This Section
requires the Company to file (i) an annual report on Form 10-KSB with the
Securities and Exchange Commission within 90 days of the close of each fiscal
year (Reg. Sections 240.13a-1 and 249.310b); (ii) a quarterly report on Form
10-QSB within 45 days of the end of each of the first three quarters of its
fiscal year (Reg. Sections 240.13a-13 and 249.308b); and (iii) a current
report on Form 8-K within 15 days of the occurrence of certain material events
(e.g., changes in accountants, acquisitions or dispositions of a substantial
amount of assets not in the ordinary course of business) (Reg. Sections
240.13a-11 and 249.308).  In addition, annual reports on Form 10-KSB must be
accompanied by audited financial statements as of the end of the issuer's most
recent fiscal year.  These reporting requirements may deter potential
reorganization candidates that are not willing to undergo the public and
agency scrutiny resulting therefrom.  
 
          During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing and
making the requisite filings with the Securities and Exchange Commission and
the payment of expenses associated with reviewing or investigating any
potential business venture, which may be advanced by management or principal 
stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict
the amount of any such loan.  However, any such loan will not exceed $25,000
and will be on terms no less favorable to the Company than would be available
from a commercial lender in an arm's length  transaction.  Management does not
intend to raise any required funds through any private placement of
"unregistered" and "restricted" securities or any public offering of its
common stock.  Nor does the Company intend to undertake any offering of its
securities under Regulation S of the Securities and Exchange Commission.  As
of the date of this Report, the Company has not begun seeking any acquisition
and there are no plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities by the Company prior to the
location of any acquisition or merger candidate.  

          Because the Company is not currently making any offering of its
securities, and does not anticipate making any such offering in the
foreseeable future, management does not believe that Rule 419 promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, concerning offerings by blank check companies, will have any effect
on the Company or any activities in which it may engage in the foreseeable
future. 

Results of Operations.
----------------------

          Revenues for the fiscal years ended June 30, 1997 and 1996, were $0
and $0, respectively.

          The Company had a net loss of $41,819 (a loss of $0.00 per share)
during the fiscal year ended June 30, 1997, and a net loss of $12,000 (a loss
of $0.00 per share), stemming from discontinued operations, for the year ended
June 30, 1996.

Liquidity.
----------

          During the fiscal year ended June 30, 1997, the Company incurred
expenses of $41,119, while receiving $0 in revenues; the Company received
$0 in revenues, with total expenses of $0 during the fiscal year ended June
30, 1996.

Item 7.  Financial Statements.
         ---------------------
                              
          Financial Statements for the years ended
          June 30, 1997, and 1996                    

          Independent Auditors' Report                               

          Balance Sheet - June 30, 1997                

          Statements of Operations for the Years Ended        
          June 30,1997, and 1996, and from Inception
          on August 26, 1987, through June 30, 1997

          Statements of Stockholders' Equity August 26,
          1987, through June 30, 1997

          Statements of Cash Flows for the Years Ended        
          June 30,1997, and 1996, and from Inception
          on August 26, 1987, through June 30, 1997

          Notes to Financial Statements                       

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

          The following table sets forth the names of all current directors
and executive officers of the Company.  These persons will serve until the
next annual meeting of the stockholders (held in May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination. 
 
<TABLE> 
<CAPTION>                                                                    
                                       Date of       Date of 
                  Positions          Election or   Termination 
Name                Held             Designation   or Resignation 
----                ----             -----------   -------------- 
<S>                  <C>               <C>           <C> 
 
Michelle Wheeler     President          9/96          * 
                     Director           9/96          * 
 
Jeff Taylor          Vice President     9/96          * 
                     Director           9/96          * 
 
Steven D. Moulton    Secretary/        10/95          * 
                     Treasurer         10/95          * 
                     Director          10/95          * 
 
</TABLE> 
 
          *    These persons presently serve in the capacities 
               indicated. 
 
Business Experience. 
-------------------- 
 
          Michelle Wheeler, Director and President.  Ms. Wheeler, age 31, is a
1991 graduate of the University of Utah, where she received a B.S. degree in
Communications.  From July, 1991 through January, 1994, she was a reservation
agent for Delta Airlines in Salt Lake City, Utah.  Since then, she has been a
homemaker.  Ms. Wheeler has NASD series 6 and 63 licenses. 
 
          Jeff Taylor, Director and Vice President.  Mr. Taylor is 32 years of
age.  He graduated from Hiram Johnson High School in Sacramento, California,
in 1983.  From 1988 to 1991, he was employed as an auto painter at Fabrication
Specialties in Sacramento.  In 1991, Mr. Taylor moved his family to Utah.  Mr.
Taylor has an A.S. degree from Utah Valley State College and is currently
enrolled in the College of Nursing at the University of Utah.  He plans to
pursue a masters degree in Nurse Anesthesia. 
 
          Steven D. Moulton, Director and Secretary/Treasurer.  Mr. Moulton is 
35 years of age.  He graduated from Olympus High School in Salt Lake City,
Utah in 1980.  From 1984 to 1990, he served as a director and executive
officer of several publicly-held development stage companies including Safron,
Inc. (director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President).  From
1991 to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment
Corporation."  Since 1995, he has served as director and executive officer of
the Company (director and Secretary/Treasurer) and Wasatch International
Corporation (director and President).  Mr. Moulton resigned from his positions
with Wasatch International Corporation in July, 1996.  With the exception of
Sagitta Ventures, Omni International Corporation and Wasatch International
Corporation, none of these companies was subject to the reporting requirements
of the Securities and Exchange Commission.  Mr. Moulton owned and operated a
Chem-Dry carpet cleaning franchise from 1991 to 1995.  In addition, Mr.
Moulton was the President and a director of the Company from its inception
until his resignation on July 31, 1991. 
 
Significant Employees. 
---------------------- 
 
          The Company has no employees who are not executive officers, but who
are expected to make a significant contribution to the Company's business. It
is expected that current members of management and the Board of Directors will
be the only persons whose activities will be material to the Company's
operations.  Members of management are the only persons who may be deemed to
be promoters of the Company.
 
Family Relationships. 
--------------------- 
 
          There are no family relationships between any directors or executive 
officers of the Company, either by blood or by marriage. 
 
Involvement in Certain Legal Proceedings. 
----------------------------------------- 
 
          During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:  

          (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time; 
 
          (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); 
 
          (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or  

          (4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated. 

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

          On or about February 21, 1997, each of the Company's current
directors and executive officers filed with the Securities and Exchange
Commission an Initial Statement of Beneficial Ownership of Securities on Form
3.

          On or about August 5, 1997, Access Properties Group, LLC ("Access"),
a Utah limited liability company that may be deemed to be an affiliate of the
Company's Secretary/Treasurer, Steven D. Moulton, acquired 750,000
"unregistered" and "restricted" shares of the Company's common stock in a
private transaction from Diane Reed.  Mr. Moulton and his wife collectively
own a 60% interest in Access and both are managing directors of that entity. 
A Form 4 Statement of Changes in Beneficial Ownership of Securities, which
discloses this acquisition, is filed with the Securities and Exchange
Commission concurrently with this Report.  Mr. Moulton believes that the Form
4 is being filed in a timely fashion.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

<TABLE> 
<CAPTION> 
                                SUMMARY COMPENSATION TABLE 
 
                                                                  
                                                        Long Term Compensation 
                                                       
                              Annual Compensation       Awards      Payouts 
-------------------------------------------------------------------------------------------------
(a)               (b)       (c)        (d)     (e)      (f)        (g)    (h)       (i) 
Name and        Year or                        Other                                All
Principal       Period       $          $      Annual Restricted  Option  LTIP      Other
Position        Ended       Salary     Bonus   Compen Stock       SAR's   Payouts   Compensation
                                               sation Awards($)    (#)     ($)      ($) 
------------------------------------------------------------------------------------------------- 
<S>             <C>         <C>      <C>      <C>       <C>         <C>    <C>      <C> 
   
Michelle Wheeler 6/30/95     0        0        0         0           0      0       0 
President        6/30/96     0        0        0         0           0      0       0 
Director         6/30/97     0        0        0         (1)         0      0       0 

Jeff Taylor      6/30/95     0        0        0         0           0      0       0 
Vice President,  6/30/96     0        0        0         0           0      0       0 
Director         6/30/97     0        0        0         (1)         0      0       0 
 
Steven D.  
Moulton          6/30/95     0        0        0         0           0      0       0 
Sec./Treasurer,  6/30/96     0        0        0         (3)         0      0       0 
Director         6/30/97    $5,500(4) 0        0         (1),(2)     0      0       0 
 
Kevin Boyer,     6/30/95     0        0        0         0           0      0       0 
Former President 6/30/96     0        0        0         (3)         0      0       0 
Former Director  6/30/97     0        0        0         0           0      0       0 
 
Jay A. Tompkins  6/30/95     0        0        0         0           0      0       0 
Former President 6/30/96     0        0        0         0           0      0       0 
Former Director  6/30/97     0        0        0         0           0      0       0 
 
Diane Reed       6/30/95     0        0        0         0           0      0       0 
Former Vice Pres.6/30/96     0        0        0         0           0      0       0 
Former Director  6/30/97     0        0        0         (1)         0      0       0 
 
</TABLE> 
      
     (1)     In October, 1996, 500,000 post-reverse split (pre-forward split)  
             "unregistered" and "restricted" shares of the Company's common    
            stock were issued to each of these persons in consideration of  
            services rendered.  See the caption "Business Development," 
            Part I, Item 1 of this Report.
 
     (2)    In September, 1996, the Company issued 3,000,000 post-reverse      
            split (pre-forward split) "unregistered" and "restricted" shares   
            of common stock to QBC Holding Corporation, doing business as      
            Wasatch Consulting Group ("Wasatch"), a corporation of which Mr.   
            Moulton is the President, a director and a 9% stockholder, in      
            consideration of services rendered and the payment of $10,000.     
            See the caption "Business Development," Part I, Item 1 of this     
            Report.
 
     (3)    In October, 1995, 5,000,000 pre-split shares of "unregistered"     
            and "restricted" common stock were issued to Wasatch and   
            Blackstone in consideration of services rendered. 
            At the same time, 2,000,000 pre-split "unregistered" and           
            "restricted" shares were issued to Mr. Boyer, also in              
            consideration of services rendered. See the caption "Recent        
            Sales of Unregistered Securities" of this Report.
 
     (4)     Commencing in October, 1996, the Company has paid Mr. Moulton a   
             salary of $500 per month for management services rendered to the  
             Company.  As of the date of this Report, these services include   
             keeping the Company in good standing in the State of Nevada and   
             assisting with the preparation of the Company's Registration 
             Statement on Form 10-SB, as amended, and the Company's periodic   
             reports under the 1934 Act, including this Report.  There is no   
             written agreement between the Company and Mr. Moulton
            in this regard.


          With the exception of the sum of $500 per month payable to Mr.
Moulton commencing in October, 1996, no cash compensation, deferred
compensation or long-term incentive plan awards were issued or granted to the 
Company's management during the fiscal years ended June 30, 1997, or 1996. 
Further, no member of the Company's management has been granted any option or
stock appreciation right; accordingly, no tables relating to such items have
been included within this Item. 

           There are no plans whereby the Company would issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise.
 
Compensation of Directors. 
-------------------------- 
 
          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments. 
 
          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year for
any service provided as director.  

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. 
------------------------------- 
 
          There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company. 
 
           Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of the
Company's directors or executive officers is acting on behalf of or will act
at the direction of any other person.
   
Bonuses and Deferred Compensation
---------------------------------

          None.

Compensation Pursuant to Plans
------------------------------

          None.

Pension Table
-------------

          None; not applicable.

Other Compensation  
------------------

          None.

Termination of Employment and Change of Control Arrangements  
------------------------------------------------------------

          None.
          

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners. 
------------------------------------------------ 
 
          The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of August 13,
1997.  Each of these persons has sole investment and sole voting power over
the shares indicated.
 
<TABLE> 
<CAPTION>   
                                Number                 Percentage  
Name and Address      of Shares Beneficially Owned      of Class 
----------------      ----------------------------      -------- 
<S>                           <C>                        <C>    
 
Steven D. Moulton             2,250,000 (1)               13.6 % 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Diane Reed                      600,000                    3.6% 
2201 Hugo Avenue 
Salt Lake City, Utah  84117 
 
Jeff Taylor                   1,500,000                    9.0% 
1879 Siggard Drive 
Salt Lake City, Utah  84106 
 
Wasatch Consulting Group      9,015,000                   54.4% 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Michelle Wheeler              1,500,000                    9.0% 
4817 S. Fortuna Way 
Salt Lake City, Utah  84127 
                                ---------                   -----     
          TOTALS             14,865,000                   89.6% 
 </TABLE> 
 
     (1) This figure takes into account the 750,000 post-split shares held by
Access Properties Group, LLC, of which Mr. Moulton and his wife collectively
own a 60% interest and of which Mr. and Mrs. Moulton are both managing
directors.  In addition, due to his status as a director and the President of
Wasatch, Mr. Moulton may also be deemed to control Wasatch, which owns 54.4%
of the Company's issued and outstanding common stock.  See the caption 
"Recent Sales of Unregistered Securities" of this Report. 
 
 
Security Ownership of Management. 
--------------------------------- 
 
     The following table sets forth the share holdings of the Company's
directors and executive officers as of August 13, 1997.  Each of these
persons has sole investment and sole voting power over the shares indicated. 
 
<TABLE> 
<CAPTION> 
                                   Number              Percentage  
Name and Address        of Shares Beneficially Owned    of Class 
----------------        ----------------------------   ---------- 
<S>                           <C>                        <C> 
 
Steven D. Moulton              2,250,000 (1)              13.6% 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Jeff Taylor                    1,500,000                   9.0% 
1879 Sugared Drive 
Salt Lake City, Utah  84106 
 
Michelle Wheeler               1,500,000                   9.0% 
4817 S. Fortuna Way 
Salt Lake City, Utah  84127 
                                  -----                    -----     
All directors and executive    
officers as a group (3)       5,250,000                   31.6% 
                      
 
</TABLE> 
 
     (1) This figure takes into account the 750,000 post-split shares held by
Access Properties Group, LLC, of which Mr. Moulton and his wife collectively
own a 60% interest and of which Mr. and Mrs. Moulton are both managing
directors.  In addition, due to his status as a director and the President of
Wasatch, Mr. Moulton may also be deemed to control Wasatch, which owns 54.4%
of the Company's issued and outstanding common stock.  See the caption 
"Recent Sales of Unregistered Securities" of this Report. 
 
Changes in Control. 
------------------- 
 
          There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company. 

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others. 
---------------------------------------- 
 
           There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers has received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered and Wasatch,
an entity that may be deemed to be an affiliate of Steven D. Moulton, has
received an aggregate of 9,015,000 "unregistered" and "restricted" post-split
shares in consideration of services rendered and the sum of $10,000. See the
captions "Recent Sales of Unregistered Securities" and "Executive
Compensation" of this Report.  

Certain Business Relationships. 
------------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 
 
Indebtedness of Management. 
--------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 
 
Parents of the Issuer. 
---------------------- 
 
          The Company has no parents, except to the extent that Wasatch, the
principal stockholder, may be deemed to be a parent of the Company.
 
Transactions with Promoters. 
---------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 


Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K

          None during the past two years.

Exhibits*

          (i)
                                          Where Incorporated       
                                            in this Report         
                                            --------------  

Registration Statement on Form 10-SB,        Part I
filed December 19, 1996**
      
Registration Statement on Form 10-SB-A1,       Part I               
filed March 26, 1997**

          (ii)                          
                                                   
Exhibit                                                
Number               Description                                               

------               -----------

 27       Financial Data Schedule

 99       Certificate reflecting three for one forward split of the Company's  
          common stock


          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.

          **   These documents and related exhibits have been 
               previously filed with the Securities and Exchange 
               Commission and are incorporated herein by reference. 



                                SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       ICON SYSTEMS, INC.



Date:  8/22/97                      By  /s/ Michelle Wheeler 
      --------------                    -------------------------------------- 
                                        Michelle Wheeler, Director and 
                                        President

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:

                                       ICON SYSTEMS, INC.



Date: 8/22/97                       By   /s/ Michelle Wheeler
     -------------                      ------------------------------------
                                         Michelle Wheeler, Director and
                                         President



Date:  8/22/97                      By    /s/ Jeff Taylor
      -------------                       ------------------------------------ 
                                           Jeff Taylor, Director and Vice      
                                          President


Date:  8/22/97                      By   /s/ Steven D. Moulton
      --------------                     ------------------------------------- 
                                         Steven D. Moulton, Director and       
                                        Secretary/Treasurer


<PAGE>


                                 ICON SYSTEMS, INC.
                           (A Development Stage Company)

                                FINANCIAL STATEMENTS

                               June 30, 1997 and 1996


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors
Icon Systems, Inc.
Salt Lake City, Utah


We have audited the accompanying balance sheet of Icon Systems, Inc. (a
development stage company) as of June 30, 1997, and the related statements of
operations, stockholders' equity and cash flows for the years ended June 30,
1997 and 1996 and from inception on August 26, 1987 through June 30, 1997. 
These financial statements are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Icon Systems, Inc. (a
development stage company) as of June 30, 1997, and the results of its
operations and its cash flows for the years ended June 30, 1997 and 1996 and
for the period from inception on August 26, 1987 through June 30, 1997, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern.  Management's plans with regard to
these matters are also described in the Note 3.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



Jones, Jensen & Company
July 22, 1997



                              ICON SYSTEMS, INC.
                        (A Development Stage Company)
                                Balance Sheet



                                    ASSETS
                                                           June 30,    
                                                            1997           

CURRENT ASSETS

  Cash                                                   $  14,264    

     Total Current Assets                                   14,264    

     TOTAL ASSETS                                        $  14,264    


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                       $     628  

     Total Current Liabilities                                 628  

STOCKHOLDERS' EQUITY 

  Preferred stock: 10,000,000 preferred shares at 
   $0.001 par value authorized; -0- outstanding                -         
  Common stock authorized: 100,000,000 common 
   shares at $0.001 par value; 16,582,689 shares 
   issued and outstanding                                   16,582    
  Capital in excess of par value                           383,338   
  Deficit accumulated during the development stage        (386,284)

     Total Stockholders' Equity                             13,636    

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $    14,264    

                              ICON SYSTEMS, INC.
                        (A Development Stage Company)
                           Statements of Operations


                                                            From       
                                                          Inception       
                                                         on August 26,         
                               For the Years Ended       1987 Through      
                                     June 30,              June 30,    
                               1997           1996           1997              
      
REVENUES                      $   -         $    -       $   -      

EXPENSES

  General and administrative  (41,119)           -       (41,119)

OTHER INCOME (EXPENSES)

  Interest expense               (700)           -          (700)

    Total Other Income (Expenses)(700)           -          (700)

Income (Loss) From Continuing 
 Operations                   (41,819)           -       (41,819)

Income (Loss) From Discontinued
 Operations                       -          (12,000)   (344,465)

NET LOSS                     $(41,819)     $ (12,000) $ (386,284)


LOSS PER SHARE               $  (0.00)     $   (0.00)

WEIGHTED AVERAGE NUMBER 
 OF SHARES                 11,573,100         68,574 

                              ICON SYSTEMS, INC.
                        (A Development Stage Company)
                     Statements of Stockholders' Equity 


                                                               Deficit      
                                                              Accumulated  
                                             Capital in        During the   
                            Common Stock      Excess of       Development 
                        Shares       Amount   Par Value          Stage      

Balance at inception on 
 August 26, 1987          -         $   -     $    -          $   -     

Issuance of 36 shares of 
 common stock to an 
 officer for cash at 
 $27.78 per share          36           -        1,000            -

Net loss from inception on
 August 26, 1987 through
 June 30, 1988            -             -          -             (914)

Balance, June 30, 1988     36           -        1,000           (914)

Net loss for the year ended
 June 30, 1989            -             -          -           (2,299)

Balance, June 30, 1989     36           -        1,000         (3,213)

Issuance of 195 shares of 
 common stock for cash at 
 $16.15 per share         195           -        3,150            -     

Issuance of 375 shares of
 common stock to 
 shareholder for office 
 equipment and stock
 of Alco Investment 
 Corporation and cash of 
 $750 at $20.91
 per share                375           -        7,840            -     

Net loss for the year 
 ended June 30, 1990      -             -          -           (3,245)

Contribution of non-
 marketable securities 
 by officer               -             -          750            -     

Contribution and 
 cancellation of
 shares by officer       (318)          -          -              -     

Issuance of 18 shares 
 for cash at $111.11 
 per share                 18           -        2,000            -     

Issuance of 741 shares of
 common stock to 
 shareholder and 1,500 
 shares of common
 stock to QBC Holding 
 Corp. for $600 at $0.27 
 per share              2,241              2       598            -     

Expenses paid on behalf 
 of the Company by 
 shareholder              -              -       1,636            -     

Net loss for the year 
 ended June 30, 1991      -              -         -          (10,518)

Balance, June 30, 1991  2,547              2    16,974        (16,976)

Shares contributed to 
 the Company and 
 cancelled by
 the shareholders      (2,364)            (2)        2            -     

Purchase of subsidiary 
 for the issuance of 
 37,707 shares of common 
 stock at approximately 
 $8.37 per share       37,707             38   315,451            -     

Net loss for the year 
 ended June 30, 1992      -              -         -         (276,103)

Net loss for the year 
 ended June 30, 1993      -              -         -          (39,386)

Balance, June 30, 1993 37,890             38   332,427       (332,465)

Net loss for the year 
 ended June 30, 1994      -              -         -              -     

Balance, June 30, 1994 37,890             38   332,427       (332,465)

Net loss for the year 
 ended June 30, 1995      -              -         -              -     

Balance, June 30, 1995 37,890             38   332,427       (332,465)

Issuance of 44,799 
 shares of common stock 
 for services rendered 
 valued at approximately
 $0.27 per share       44,799             44    11,956            -     

Net loss for the year 
 ended June 30, 1996      -              -         -          (12,000)

Issuance of 9,000,000 
 shares of common stock 
 for cash at $0.0011 
 per share          9,000,000          9,000     1,000            -          

Issuance of 6,000,000 
 shares of common 
 stock for services
 rendered valued at 
 $0.0011 per share  6,000,000          6,000       600            -          

Issuance of 
 1,500,000 shares 
 of common stock for 
 compensation at 
 approximately
 $0.0067 per share  1,500,000          1,500     8,500            -          

Contributed capital       -              -      28,855            -      

Net loss for the 
 year ended June 30, 
 1997                     -              -         -          (41,819)

Balance, June 30, 
 1997              16,582,689      $  16,582 $ 383,338      $(386,284)

                               ICON SYSTEMS, INC.
                         (A Development Stage Company)
                            Statements of Cash Flows


                                                                From       
                                                             Inception on    
                                                              August 26,      
                                  For the Years Ended        1987 Through     
                                        June 30,               June 30,   
                                  1997          1996             1997          
          
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                        $(41,819)  $(12,000)       $ (386,284)
  Adjustments to reconcile net 
   income (loss) to net cash 
   provided (used) by operating 
   activities:
    Depreciation                       -          -              59,907 
    Stock issued for services       16,600     12,000            28,600 
    Loss on disposition of assets      -          -               9,352 
  Changes in operating asset and 
   liability accounts:
    Increase (decrease) in accounts 
     payable                           628        -                 628        
    Contributed capital             28,855        -              28,855 

     Cash Provided (Used) by 
       Operating Activities          4,264        -             (258,942)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of equipment                -          -              (13,368)
  Sale of equipment                    -          -                7,090

     Cash Provided (Used) by Investing 
       Activities                      -          -               (6,278)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from notes payable       10,000        -              160,000 
  Payment on notes payable         (10,000)       -              (53,764)
  Payment of loan from officer         -          -              (61,884)
  Issuance of common stock          10,000        -              158,382 
  Proceeds of loan from officer        -          -               76,750 

     Cash Provided (Used) by 
       Financing Activities      $  10,000   $    -          $   279,484
                                        
NET INCREASE (DECREASE) IN CASH  $ 14,264    $    -          $    14,264 

CASH AT BEGINNING OF PERIOD           -           -                  -      

CASH AT END OF PERIOD            $ 14,264    $    -          $    14,264 

Cash Payments For:

  Income taxes                   $    -      $    -          $       -      
  Interest                       $    -      $    -          $       -      

Non Cash Financing Activities:

  Stock issued for services      $ 16,600    $ 12,000        $    28,600 
  Stock issued for equipment     $    -      $    -          $     7,214 
  Stock issued for subsidiary    $    -      $    -          $   315,489 

                              ICON SYSTEMS, INC.
                        (A Development Stage Company)
                      Notes to the Financial Statements
                            June 30, 1997 and 1996

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          The financial statements presented are those of Icon Systems, Inc. 
The Company was incorporated as Loki Holding Corporation under the laws of the
State of Utah on August 26, 1987 and on August 4, 1988 changed its name to
Quazon Investment Corporation.  On April 15, 1988 the Company became a
wholly-owned subsidiary of Loki Holding Corporation (formerly Dynamic Video,
Inc.).  On May 25, 1990 the Company was "spun off" in a partial liquidating
dividend.  In June of 1990 the Company acquired Alco Investment Corporation. 
On January 7, 1991 the Company sold Alco Investment Corporation to a company
owned by a major shareholder.  On August 15, 1991 the Company acquired all of
the shares of Tompkins Environmental Corporation (Tompkins) in exchange for
10,000,000 pre-split shares of the Company's authorized but previously
unissued common stock (See Note 2).  The Company's name was changed to
Tompkins Environmental Corporation.  The Company was engaged in disaster
cleanup operations.  On October 25, 1995, Tompkins was involuntarily
dissolved and abandoned.  All operations associated with Tompkins have been
accounted for as discontinued operations.  On September 24, 1996, the Company
changed its name to Icon Systems, Inc. and changed its State of incorporation
to Nevada.

          Currently the Company is seeking new business opportunities believed
to hold a potential profit or to merge with an existing company.

          b. Accounting Method

          The Company's financial statements are prepared using the accrual
method of accounting.  The Company has adopted a June 30 year end.

          c. Income (Loss) Per Share

          The computations of income (loss) per share of common stock are
based on the weighted average number of shares issued and outstanding at the
date of the financial statements.

          d. Use of Estimates

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

          e. Cash Equivalents

          The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.

          f. Provision for Taxes

          At June 30, 1997, the Company had net operating loss carryforwards
of approximately $380,000 that may be offset against future taxable income
through 2012.  No tax benefit has been reported in the financial statements,
because the potential tax benefits of the net operating loss carryforwards
are offset by a valuation allowance of the same amount.

NOTE 2 -  RELATED PARTY TRANSACTIONS

          In January of 1997, the president of the Company contributed $28,155
to the Company for future working capital.

          In October, 1996, a shareholder loaned the Company $10,000 to cover
operating expenses.  The note bore 10% interest and was repaid in June of
1997.  The total accrued interest of $700 was forgiven by the shareholder.

          On October 10, 1996, the Company issued 6,000,000 post-split shares
of restricted common stock to officers and directors of the Company for
services valued at $0.0033 per share.

          On September 14, 1996, the Company issued 9,000,000 post-split
shares of restricted common stock for cash to a company owned by an officer
for total consideration of $10,000.

          On October 24, 1995, the Company issued 44,799 to officers and
directors of the Company for services rendered valued at $0.27 per share (See
Note 5).
          
NOTE 3 -  GOING CONCERN

          The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  It is the intent of the Company to seek a merger with an
existing, operating company.  In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.

NOTE 4 -  REVERSE STOCK SPLIT

          On September 14, 1996, the board of directors of the Company
approved a 1-for-1,000 reverse stock split while retaining the authorized
shares at 100,000,000 and retaining the par value at $0.001.  This change has
been applied to the financial statements on a retroactive basis back to
inception.  The Company provided that no shareholder would be reduced below 50
shares, accordingly, 5,413 post-split fractional shares were issued.  These
shares have been allocated pro-rata to previous stock issuances.

NOTE 5 -  ISSUANCES OF COMMON STOCK

          At the Company's inception, the Board of Directors authorized the
issuance of 36 restricted shares of its common stock to an executive officer
who may be deemed to have been a promoter or founder of the Company for the
total consideration of $1,000.

          On September 27, 1989, the Company became authorized to do business
in the State of Utah as Quazon International Corporation and changed its
business purpose to consulting in mergers and acquisitions.  On September 28,
1989 the Company issued 195 shares of restricted common stock for $3,150 cash.

          In June of 1990 the Company issued 375 shares of common stock to an
officer for equipment recorded at its depreciated cost of $7,090 and cash of
$750.  On September 28, 1990 the officer contributed back to the Company 318
shares.

          In September of 1990 the Company issued 18 shares of restricted
common stock to a shareholder for $2,000 in cash.

          In January of 1991 the Company issued 741 shares of restricted
common stock to a shareholder for $600 in cash, and 1,500 shares of restricted
common stock to QBC Holding Corp. which were recorded at predecessor cost of
$-0-.

          In the year ended 1992 a shareholder contributed back to the Company
2,364 shares of restricted common stock.

          On August 15, 1991 the Company issued 37,707 shares of restricted
common stock valued at predecessor cost of $8.37 per share for the purchase of
Tompkins Environmental Corporation.

          On October 24, 1995, the Company issued 44,799 shares of restricted
common stock for services rendered valued at $12,000.  

          On September 14, 1996, the Company issued 9,000,000 shares of
restricted common stock for cash of $10,000.

          On October 10, 1996, the Company issued 6,000,000 shares of
restricted common stock for services rendered valued at $6,600.

          On June 2, 1997, the Company issued 1,500,000 shares of its common
stock for compensation valued at $10,000.

NOTE 6 -  SUBSEQUENT EVENT

          On July 14, 1997, the shareholders of the Company approved a 1 for 3 
forward stock split while retaining the authorized shares at 100,000,000 and
the par value at $0.001.  The change has been applied to the financial
statements on a retroactive basis back to inception.